In effecting sales, brokers or dealers engaged by the selling stockholders may arrange for
other brokers or dealers to participate. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The
selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Broker-dealer transactions may include:
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purchases of the shares of common stock by a broker-dealer as principal and resales of the shares of common stock
by the broker-dealer for its account pursuant to this prospectus;
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ordinary brokerage transactions; or
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transactions in which the broker-dealer solicits purchasers on a best efforts basis.
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If dealers are utilized in the sale of shares of common stock, the names of the dealers and the terms of the transaction will be set forth in
a prospectus supplement, if required.
The selling stockholders may also sell shares of the common stock through agents designated by them
from time to time. We will name any agent involved in the offer or sale of such shares and will list commissions payable by the selling stockholders to these agents in a prospectus supplement, if required. These agents will be acting on a best
efforts basis to solicit purchases for the period of its appointment, unless we state otherwise in any required prospectus supplement.
The selling stockholders may sell any of the shares of common stock directly to purchasers. In this case, the selling stockholders may not
engage underwriters or agents in the offer and sale of such shares.
The selling stockholders may indemnify underwriters, dealers or
agents who participate in the distribution of the shares of common stock against certain liabilities, including liabilities under the Securities Act and agree to contribute to payments which these underwriters, dealers or agents may be required to
make.
The aggregate proceeds to the selling stockholders from the sale of the shares of common stock offered by the selling stockholders
hereby will be the purchase price of such shares less discounts and commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of
shares of common stock to be made directly or through agents.
In order to comply with the securities laws of some states, if applicable,
the shares of common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states such shares may not be sold unless they have been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.
The selling stockholders may from time to time pledge or
grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to
time under this prospectus, or pursuant to a prospectus supplement under Rule 424(b) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus.
The selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees, donees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the shares of common stock may be
underwriters within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of such shares may be underwriting
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